
ANNUAL REPORT 2020 - 21
12 | Notice
NOTES:
1. In view of the current extraordinary circumstances
caused by the COVID-19 pandemic, the Ministry of
Corporate Aairs (“MCA”) has vide its circular dated May
5, 2020 in relation to “Clarification on holding of annual
general meeting (AGM) through video conferencing (VC)
or other audio visual means (OAVM)” read with General
Circular No. 14/ 2020 dated April 8, 2020 , the General
Circular No. 17/ 2020 dated April 13, 2020, No. 33/2020
dated September 28, 2020 and General Circular No.
39/2020 dated December 31, 2020 and General Circular
No.02/2021 dated January 13, 2021 (collectively referred
to as “MCA Circulars”) permitted the Companies to hold
their Annual General Meeting (“AGM”) through VC /
OAVM, without the physical presence of the Members
at a common venue. In compliance with the provisions
of the Companies Act, 2013 (“Act”), SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) and MCA Circulars, the
current AGM of the Company is being held through VC /
OAVM. The deemed venue for the 32nd AGM will be the
registered oce of the Company.
2. The relevant details, pursuant to Regulations 26(4)
and 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), in respect of Directors seeking
appointment/re-appointment at this Annual General
Meeting (“AGM”) is annexed.
3. Since this AGM is being held pursuant to the MCA
Circulars through VC / OAVM, physical attendance of
Members has been dispensed with. Accordingly, the
facility for appointment of proxies by the Members will
not be available for the AGM and hence the Proxy Form
and Attendance Slip are not annexed to this Notice.
However, Body Corporates are entitled to appoint
authorised representatives to attend the AGM through
VC/OAVM and participate thereat and cast their votes
through e-voting.
4. The Members can join the AGM in the VC/OAVM
mode thirty minutes before the scheduled time of
the commencement of the Meeting by following the
procedure mentioned in the Notice. The facility of
participation at the AGM through VC/OAVM will be made
available on first come first served basis.
5. Members attending the AGM through VC / OAVM shall
be counted for the purpose of reckoning the quorum
under Section 103 of the Act.
6. Members desirous of seeking information in respect of
Accounts of the Company are requested to send their
queries to telagm@tataelxsi.com on or before June 18,
2021.
7. In case of joint holders, the Member whose name
appears as the first holder in the order of names as per
provisions, if any, of the Act, be paid to and distributed
amongst the Directors of the Company or some or
any of them (other than the Managing Director and/or
Whole-time Directors) in such amounts or proportions
and in such manner and in all respects as may be
directed by the Board of Directors of the Company on
the recommendation of the Nomination & Remuneration
Committee (NRC) in terms of the Remuneration Policy
of the Company and that such payments shall be made
in respect of the profits of the Company for each of the
financial years, commencing April 1, 2021.”
7. Approval for Related Party Transactions
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of
Section 188 of the Companies Act, 2013 (“Act”) and
other applicable provisions, if any, read with Rule 15
of the Companies (Meetings of Board and its Powers)
Rules, 2014, as amended till date, Regulation 23(4)
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) and the Company’s policy
on Related Party transaction(s), approval of Shareholders
be and is hereby accorded to the Board of Directors of
the Company to enter into contract(s)/ arrangement(s)/
transaction(s), including any modifications, alterations or
amendments thereto, with Jaquar Land Rover Limited, a
related party within the meaning of Section 2(76) of the
Act and Regulation 2(1)(zb) of the Listing Regulations,
for providing Automative Design & Engineering support,
on such terms and conditions as the Board of Directors
may deem fit, up to a maximum aggregate value of
` 250 Crores per year, for each of the financial years
2021-22 and 2022-23, provided that the said contract(s)/
arrangement(s)/ transaction(s) so carried out shall be at
arm’s length basis and in the ordinary course of business
of the Company.”
“RESOLVED FURTHER THAT the Board of Directors be
and is hereby authorised to delegate all or any of the
powers conferred on it by or under this resolution to any
Committee of Directors and/or Managing Director of the
Company and to do all acts and take such steps as may
be considered necessary or expedient to give eect to
the aforesaid resolution.”
Bengaluru, April 22, 2021 By Order of the Board
Registered Office: G. Vaidyanathan
ITPB Road, Whitefield, Company Secretary
Bengaluru - 560 048.
CIN: L85110KA1989PLC009968